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This excerpt taken from the ECL 8-K filed Jul 27, 2006. Section 5.9. Taxes. The
Company and its Subsidiaries have filed all Material tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments
payable by them, to the extent such taxes and assessments have become due and payable
and before they have become delinquent, except for any taxes and assessments
(i) the amount of which is not individually or in the aggregate Material
or (ii) the amount, applicability or validity of which is currently being
contested in good faith by appropriate proceedings and with respect to which
the Company or a
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Subsidiary, as the case may be, has established adequate reserves in accordance with GAAP. The United States Federal income tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason of completed audits or the statute of limitations having run) for all fiscal years up to and including the fiscal year ended 1998. These excerpts taken from the ECL 10-K filed Feb 28, 2006. Taxes”). If the
Guarantor or any agent thereof is required by law or regulation to make any
deduction or withholding for or on account of Taxes, the Guarantor shall, to
the extent permitted by applicable law or regulation, pay such additional
amounts as shall be necessary in order that the net amounts received by any
Beneficiary after such deduction or withholding shall equal the amount which
would have been receivable hereunder in the absence of such deduction or
withholding, except that no such additional amounts shall be payable:
(a) to a Beneficiary which is liable to such Taxes by reason of its having some connection with the jurisdiction imposing the Taxes other than the mere holding of the Note or the Direct Rights; or
(b) where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to European Union Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; or
(c) in respect of any Note presented for payment by or on behalf of a Beneficiary who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent in a member state of the European Union; or
(d) in respect of any Note presented for payment more than 15 days after the Maturity Date or the date on which payment thereof is duly provided for, whichever occurs later, except to the extent that the Beneficiary would have been entitled to such additional amounts if it had presented the Note on the last day of such period of 15 days.
Taxes”). If the Issuer or any agent
thereof is required by law or regulation to make any deduction or withholding
for or on account of Taxes, the Issuer shall, to the extent permitted by
applicable law or regulation, pay such additional amounts as shall be necessary
in order that the net amounts received by the bearer of this Note after such
deduction or withholding shall equal the amount which would have been
receivable hereunder in the absence of such deduction or withholding, except
that no such additional amounts shall be payable where this Note is presented
for payment:
(a) by or on behalf of a holder which is liable to such Taxes by reason of its having some connection with the jurisdiction imposing the Taxes other than the mere holding of this Note; or
(b) where such deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such directive; or
(c) by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another issue and paying agent in a member state of the European Union, or
(1) Delete where Ecolab Inc. is the Issuer, otherwise retain.
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(d) more than 15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or (in either case) the date on which payment hereof is duly provided for, whichever occurs later, except to the extent that the holder would have been entitled to such additional amounts if it had presented this note on the last day of each 15 day period.
3. The payment obligation of the Issuer represented by this Note constitutes and at all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu with all present and future unsecured and unsubordinated indebtedness of the Issuer other than obligations preferred by mandatory provisions of law.
4. If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be given until the next following Payment Business Day (provided that, if such postponed payment would have the effect of extending the tenor of the relevant Note to more than 183 days, payment will be made and credit and transfer instructions will be given, on the immediately preceding Payment Business Day) and the bearer of this Note shall not be entitled to any adjustment to interest or other sums in respect of such payment. As used in this Note, “ | EXCERPTS ON THIS PAGE:
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